Spider-Man Unlimited
by Ryuki555
Summary: What if Peter Parker give up being Spider-Man after Otto Octavius ruined his life? This city doesn't trust him... will he give it up all over again?
1. I'm done!

DISCLAIMER: MARVEL Comics OWNS Spider-Man's comic rights and TV and cartoon rights. Sony owns Spider-Man's Movie rights. I do not.

Spider-Man Unlimited

Episode One: I'm Done.

On Earth 579...

Peter Parker looked down at the costume as he waited in Avengers Tower. The suit was a form-fitting spandex bodysuit, which from the waist down was blue, except for mid-calf boots with a black web pattern on a red background. From the waist up, the fabric was red that had a blackweb pattern, except for the back, sides, and insides of the upper arms, which are blue. There is a larger red spider outline on the back, and a smaller black spider emblem on the chest. The mask has white one-way mirror type lenses rimmed with black. This was his Amazing Spider-Man suit.

The brown-haired Queens boy looked at the other suits there. Two were red and black. The first was a form-fitting spandex bodysuit, which from the waist down was black, except for mid-calf boots with black web pattern on a red background. From the waist up, the fabric is a red that had a black web pattern, except for the back, sides, and insides of the upper arms, which are black. The circular red spider on the back looked aggressive, and a smaller black spider emblem on his mask has white one-way goggle-like lenses rimmed with black. The back of the mask had Carbondanium plating, the gloves and boots had retractable talons on them. The mask had a HUD, and some tracking abilities, the logo on the chest was now a button that could be used to trap enemies. This suit was the first Superior Spider-Man outfit. The second Superior Spider-Man suit was heavily damaged. Like the first two suits, this one was a form-fitting spandex bodysuit, which from the waist down is black, the only thing that was red was the red shoes on the feet. On the forearms of the gloves two silver gauntlet shaped webshooters. From the waist up, the fabric was red that had a black web pattern; meaning the upper chest and shoulders were red and the rest of the suit was black. The suit had a black spider on the front and a flat red spider-back-pack on the back; the back pack had deployable spider-arms. The mask had comepletely black enhanced lenses; this suit was also a Superior suit.

Both suits belonged to the man who had hijacked Peter's body; Otto Octavius. Peter gave Otto a second chance, a chance to do some good for once, that didn't go well. Of course, Otto had ostracized Peter's friends and family while being Spider-Man. he also had gone and killed one of Spider-Man's foes. Otto also had gone total nuts on Spider-Man's foes. Peter had been brought back via the memories in his own head and saw the bad Otto had done. The boy had gotten scared and tried to stop Otto from saving a child and Otto knew. Otto deleted Peter from his mind, only for Peter to come back. Otto failed to beat the Goblin King and let Peter beat him.

Peter hit a wall. Of course, no one was going to **believe ** him; someone destroyed all of the evidence. But he had to try. After all, Captain America himself asked Peter to Avengers Tower. Once his card beeped, Peter entered inside. There he was; Capt. Steve Rogers, sitting in his chair. Carly Cooper and the other Avengers were there; Iron Man, Thor, Wolverine, Bruce Banner, Black Widow, Hawkeye, and Spider-Woman. His heart fluttered as he saw her; Jessica Drew.

The British woman had long, midback-length hair. She wore a red-half mask; the mask covered her eyes and forehead and protected her slim neck. The suit she wore was red. Jess had a yellow black-lined hourglass figure on the body of the suit. She had transparent webbing wings that were connected from her armpits to her gloves and boots were yellow with black-lined cuffs. The woman was busty but she had an athletic, sexy figure. She had ruby red lips and cream-colored skin.

Jess smiled at him; She knew what Peter was going through. The young woman had been through the same thing when she wasn't trusted when she broke free from Hydra; also, no one had trusted her after the whole Skrull Invasion thing. eventually this thing would blow over.

Steve asked as the heroes one by one, removed their masks. "You better have an **explanation** for your strange behavior over the past two years, Peter." His tone was firm, and cold. "and I'm not buying the Registration act excuse either."

Logan snarled, "Out with it, Parker!" Peter said, "Well, remember the whole Ends of the Earth thing? It turns out he wanted to switch bodies with me becaus he beliveved he deserved a second chance and I didn't. So when my Spider-Sense was out of commission, he used a gold Octobot to beam my brain patterns into his dying body, and beam his into mine. I tried to stop him but I **failed.** So, I convinced him to be Spider-Man, and I died in his body."

The Queens boy took a breath. "Somehow, my memories brought me **back** and saw all of Otto's actions as the Superior Spider-Man. When Cardiac asked him to save a kid from dying, I panicked that Otto was going to find me with his scanner and I tried to stop the operation. Otto found out and he **deleted** me from his mind. When he tried accessing the memories he **memorized, **I was brought back. When the **Goblin War **began, Otto let me back into my body and I won and that's why we're here now."

Logan tched. "What a load of bull." Peter's shoulders slumped as Tony cocked his brow. "You said a similar thing about having Venom's fragments in you and we found out you deleted that brain scan test footage."

Thor joined in. "Aye. How do we know this but another ploy of **lies?**" Natasha piped up, "They do have a **point,** Peter. Where's the proof of all this?"

Clint crossed his arms over his chest. "Come on, Parker, face it, you **snapped **and you're trying to cover up that you went all super villain nuts on us. We aren't buying the whole "Brain-swap" crap." Jess said, "Guys, there is truth in all this. Come on, last week, we saw him crack jokes at the Menagerie."

Banner said, "That could be a cover-up like Clint said." Carly said firmly, "I even gathered evidence of Otto doing all the things Peter said. " Cap shook his head. "Sorry, Officer Cooper, but none of us are buying this story." He said to Peter, "You're back on probation and I'll have Fury put a eye on you in case you snap again.

Peter angrily thought, _"Well, it was a try. It definately confirms it."_ Peter agreed, "Fine. Fine." he tossed his Avengers card. "No probation; I'm **quitting.**" Logan asked, "Really?"

Peter brought in his suits and his web-slinging equipment. He put them in two separate piles. "You can destroy the suits, but lock up my web-shooters and belt." Jess stood up from her chair. "You're **kidding!**"

Peter looked sadly at Jess. "Sorry, Jess." He looked at Tony. "Think you and Reed can create a inhibitor that'll block my powers?" Tony nodded, "Give us a week and we'll create one."

Peter walked off as the suits burned in the flames. _"Otto was __**right;**__ I need to focus more on the people in my life and Parker Industries. The city won't __**trust **__Spider-Man again. As of today... I am Spider-Man...No More!"_ He ignored Carly and Jessica's protests as he left.

One week later... A proud J. Jonah Jameson saw the caption on the Daily Bugle newspaper and laughed, "HAHA! I **finally **got rid of that wall-crawling menace! That fool was arrogant and a showboater!" he looked to the city. "The city finally **agrees** with me."

The man walked about New York, smugly hearing people cry out, "Jameson was **right!** We don't need that idiot!" "Yeah, especially after he kept beating up those criminals to a pulp." He didn't bother noticing that the newspaper had the numbers on the rising crime rate in the city. Jonah was leaping for joy.

Carly was at Mary Jane's club and she was talking with the redheaded DJ herself. Mary Jane scoffed, "Like I'm supposed to believe Doc Ock switched bodies with Peter? I thought you got evidence for all this?"

The brunette nodded, "I did! But..." She said sadly, "It was taken from me! MJ, you have to listen to me and know that Peter never did any of that stuff Otto did." Mary Jane shook her head. "Not a chance, sister. After he freaked me out when he was Venom again, I'm fed up with Tiger's attitude and I moved on."

As the officer left the club, she angrily kicked a stone or two. "First the Avengers, now MJ! Why doesn't anyone **believe** me?!" She looked at Parker Industries. "Peter, you have to convince everyone in this city about Otto... You gotta..."

At Aunt May's...

Aunt May laughed, "Why hello, Peter! It's been ages!" The young man was helping Jonah Senior do the dishes. "Yeah I know. I decided to drop by and smell the roses."

Jay frowned, a look of concern. "Are you alright?" Peter gave a sigh as he adjusted the wrist-watch-like inhibitor on his left wrist. "I'm just learning to appreciate the people I've alienated in the past few months. Why?"

Jay asked, "That's just it; your behavior went from being **cold** on us to being happy again. Why the sudden change?" Peter said, "You could say I lifted a **burden** off my shoulder that I felt I no longer **needed** to carry." Jay patted his nephew-in-law on the back. "Good to hear. Now let's eat."

At Earth 597 Uncle Ben's grave...

Peter loving laid flowers on his Uncle's grave. "Hey listen... Like you said, The scales are even for what happened to You." He scratched the back of his head. "I'm through being Spider-Man, someone else could be Spider-Man. Don't nag me on the whole "responsiblity" thing; I'm done playing the hero."

Peter sauntered off, "All that comes with being Spider-Man is nothing but hate, drama, and me being the punching bag."

Meanwhile, "Mason Banks" was enjoying this as he destroyed Carly's evidence piece by piece. He was happy that Spider-Man would no longer interfere with his matters anymore. It was about time the webhead realized that by being Spider-Man, drama and torment would haunt his life. The city is finally going to belong to the Goblin!

Near Peter's apartment... A portal opened up. Two men exited it. Both were Spider-Themed. The first man had a red and blue suit on. The red part was themed after the Union Jack. he had black webbing on the red parts of his chest. The rest of his suit was blue, he wore a Spider-Man mask. This is Spider-UK. The other man, was The Amazing Spider-Man of Earth 616!

616 Spider-Man frowned, "**Where **are we?" Spider-UK read the portal device's scanner. "Earth 579. Come on, we have to find this world's Peter and get him on our side."

Jessica Drew popped by to hear them. "I'm sorry to say, but Peter's not **suiting up **any time soon." Both Spider-Men cried out, "WHAT?!" The woman jerked her thumb over to Parker Industries. "Ask the big scientist yourself; he's been **busy **doting on his Aunt and friends lately."

At Parker Industries...

616 Spider-Man was on the wall as his counterpart had just explained the current situation "So, Tony and Reed gave you that inhibitor that blocks your powers **and** hides you from any Inheritor. You're throwing the towel, **why?**" 597 Peter was modifiying a watch. "The city hates me, not to mention, no one trusts me. Besides, I don't even listen to those cries for help out there anymore."

597 Jessica had accompanied the two alternates and said, "Why not? Didn't you say that with Great Power-" "Comes Great Responsiblity. I know that mantra by heart." 597 Peter said in annoyed tone.

Spider-UK said, "Look, you have to snap out of this little doldrums and come help us; it's only a matter of time before Morlun comes for you." 597 Peter glared at the UK webhead. "No thanks. I have enough to deal with since Otto made this company and all."

Spider-UK protested, "Your city needs you!" He pointed to the city outside the window. "Do you not hear the **cries** of your city?! They need a hero out there more than ever."

He put a hand on 597 Peter's shoulder. "You must realize this sooner or later-" 579 Peter took off the Inhibitor long enough to punch Spider-UK. "I said I don't** want **to do the webs again! I never want to be Spider-Man again!"

616 Spider-Man jumped from the wall and said, "Anyone can win a fight when the odds are **easy; **when the going gets tough, that's when it **counts! **Didn't you realize that when Otto put a machine on your head when you got that ISO formula years ago?" 597 Peter Parker gave one cold word. "Out."

Jessica put a hand on her Peter's shoulder. "Pete-" The man said, "I told you I'm done with this Hero biz, Jess." The two Spiders left as Jess said, "Look at me; I earned all my trust again after that whole Skrull Invasion mess. It'll all work out."

Peter eyed the watch with doubt in his eyes and hurt in his heart. "I don't think so." Later, an annoyed 616 Spider-Man oinked into his communicator and Miguel snapped, "Don't be a pig! Your last name is Parker, not...**Porker**."

The man laughed, "I'd thought that'd get your **attention,** O'Hara." Spider-Man 2099 grumbled, "Next time you want my attention, hit me with a web ball! A **soft** one! No more animal noises. They're shocking annoying."

616 Spider-Man gave a resigned sigh. " One, you're back in your timeline, and two, I have a **problem **on my end; there's a Spidey I met who **just **got back from switching bodies with his world's Otto and he's throwing in the towel!"

Spider-Man 2099 gave a shocked glance at his communicator. "I see...what the shock is he **thinking?!** Look, I'll help him snap to his senses. But more so, to help clear his name. It won't be **easy.** But I'll need help from Spider-UK to access his world's 2099 and find that world's Otto." Jessica asked hopefully, "Can I do **anything **to help?"

Spider-Man 2099 stroked his chin. "Yeah, you can. See what you can do about finding out the date of Otto deleting any footage, oh and bring a Spider-Drone to my future apartment's coordinates on 616 and have the other Peter bring the drone to wherever world you are. I'll be there in minutes." Jessica nodded, "It's done!"

Some time later in Earth 597's 2099...

Earth 579 Superior Spider-Man looked around. "Ah, I get it. A major source of energy pushed me back here since that copycat of this era is in my timeline, I was sent here to replace him." He smiled smugly, "Ah, it seems the Universe does favor a more superior hero indeed." He landed on a high-tech skyscraper's window. "So much for the supposed "Parker Luck!"

He swung off to see what he could do in this era...

Back on Earth 597...

The original Spider-Man 2099 had arrived on Earth 597, armed with footage of that world's Otto's treacheries. All three Spider-Men plus 597 Spider-Woman made their way to the defunct Horizon Labs. Spider-Man 2099 used the machine's computers and locked onto 597 Otto's life sign in the middle of the remaining chronotron energy, bringing Earth 597 Superior Spider-Man back to Earth 597's present... The red and black hero landed in Central Park.

The Superior Spider-Man frowned. "What on Ear-I'm back already? I was just about to assemble a team of Spider-Men! Ah well, I better resume my work as... The Superior Spider-Man!" Quietly, Spider-Man 2099 let 616 Spider-Man and Spider-UK leave to go recruit more Spiders and he saw Superior appear via the drone he hacked. "You **won't** be framing Peter any longer, you shocking walrus!"

To be continued...

Voice cast:

Josh Keaton as Earth 579 Peter Parker/Spider-Man Unlimited, 616 Peter Parker/Amazing Spider-Man

Jenna Coleman asEarth 579 Jessica Drew/Spider-Woman

Christopher Daniel Barnes as Miguel O'Hara/Spider-Man 2099, Earth 597 Superior Spider-Man

David Tennant as Earth 833 William Braddock/Spider-UK

Laura Bailey as Earth 579 Carly Cooper

Brian Bloom as Earth 579 Steve Rogers/Captain America

Eric Loomis as Earth 579 Tony Stark/Iron Man

Chris Hemsworth as Earth 579 Donald Blake/Thor Odinson

Gabriel Mann as Earth 579 Bruce Banner

Vanessa Marshall as Earth 579 Natasha Romanoff/Black Widow, Earth 579 Mary Jane Watson

Jennifer Hale as Earth 579 Carol Danvers/Captain Marvel

Sally Field as Earth 579 Aunt May Parker

J.K. Simmons asEarth 579 J. Jonah Jameson

Ed Asner as Earth 579 J. Jonah Jameson Sr.

Neil Ross as Earth 579 Norman Osborn


	2. Superior Revealed!

DISCLAIMER: MARVEL Comics OWNS Spider-Man's comic rights and TV and cartoon rights. Sony owns Spider-Man's Movie rights. I do not.

Spider-Man Unlimited

Episode Two: Superior revealed!

On Earth 597...

Spider-Man 2099 had called the Avengers and had a meeting with them. Steve Rogers cocked a brow. "And you expect us to believe your little story, **how?**"

Miguel held up one of Otto's drones. "I asked Jessica Drew to get this for me and I gathered footage from earlier in your time stream involving the supposed "Superior" Spider-Man. I even have footage of Otto using his **neurolitic scanner ** to wipe out Peter." He played the drone like a projector and the footage began.

Tony and the others looked on as they heard snippets go by. Black Widow frowned as they heard Otto say, "Farewell, Peter Parker. Know this, I will carry on in your name. You may be leaving this world, but you are not leaving it to a **villain. **I swear. I will **be** Spider-Man. Better yet, with my unparalleled genius- -and my boundless ambition- I'll be a **better **Spider-Man than you ever were. From this day forth, I shall become...The Superior Spider-Man!" They heard Peter's voice cry out, "WHAT HAVE YOU **DONE?!**" as Superior Spider-Man mercilessly beat up Screwball and Jester.

Thor saw Peter's mindscape and how Otto had twisted it. Jessica saw the battle play out as she heard Peter say, "You made a **big mistake **coming here, Otto!" Otto was seen using all of Peter's Rogue's Gallery to wipe out all of the memories of Peter's friends and family. She gasped in horror as she heard Otto taunt, "Everything will soon end and Peter Parker will be **no more!**" The girl's eyes brimmed with tears as 597 Amazing and 597 Superior battled each other in the mindscape. Steve, Tony, Bruce, Thor, Clint, Natasha and Logan stood up from their chairs as they heard Otto say, "He's gone. And I? I... Am... **Free!**"

They were all paying attention as they saw Jameson getting blackmailed into giving "Spider-Man" the Raft and he transformed into it Spider-Island II. Superior Spider-Man was seen wiping out Shadowland, then it later shifted to Superior fighting Luke Cage for leadership of the Mighty Avengers. Steve's gaze intensified as Superior's Superior Six turned on their boss. Footage of how The Amazing Spider-Man got things done was juxtaposed to footage of Superior Spider-Man's horrifying methods.

The Avengers in the room watched and remembered the Superior Venom situation and saw Peter pulling the symbiote off Superior. Tony furrowed his brow and said, "I think we've seen **enough.**" Miguel kept the drone running."Now you **get** it? Otto took over his body and nearly ruined Peter's life."

The future webhead said, "I got Otto here." He switched the footage to that of the drone knocking Otto out and hiding him in a cell in the Tower. "I have a plan; We're going to show the rest of New York who Otto really is; minus showing that Spider-Man is Peter Parker. We have to get the public back on Spider-Man's side."

Jess said, "And what about getting Peter back to being Spider-Man?" 2099 said, "Leave **that** to me. Just let Otto loose."

At Parker Industries...

Spider-Man 2099 said, "For shock's sake, Parker, why are you so stubborn?!" Peter rolled his eyes, "You know why." Cries of help were uttered every five minutes as they talked. "The city doesn't need me as Spider-Man; no one trusts me."

The boy pressed recordings and footage. "The last thing we need is a vigilant like him running around our city. "I agree with Jameson; he was a menace to society and teens like him don't need to imitate Spider-Man!" The boy shook his head, "I've done more than my fair share of saving this city, let the Heroes for Hire or whatever take care of the streets. I am done."

Spider-Man 2099 stopped Peter cold with a question, "Are you going to stand by and let another old man die like your Uncle did?" Peter turned as Miguel said, "You heard me right. What if another Uncle Ben happened while you passed by a criminal saying, "I'm through being pushed around; I'm looking for number one. That means **me!**" ?"

Jessica had been standing in the doorway as the two Spiders argued. "Peter, he's right." She showed footage of Otto running around as the Superior Spider-Man. "Miguel brought him here from our world's 2099 so he could prove Jameson wrong."

Miguel steered the three to a news program depicting the Superior Spider-Man swinging around New York, looking for his drones. The Jumbotron on Times Square winked to life on cue. Miguel then donned on his 2099 mask and faced the drone. On the Jumbotron screen; Spider-Man 2099 called out, "Suprised to be **home, **Spider-Fake?"

The Superior Spider-Man narrowed his eyes. "Ah. The copycat. So you got me here. What for? Was it because you admitted I am better than you at fighting Alchemax and wanted to congratulate me?" Spider-Man 2099 laughed, "HAH! Wrong, Otto! I'm here to clear the name you ruined. The name you should have honored when Spider-Man died in your body?!"

Jameson and his family were watching the banter and Jameson cried, "Don't listen to them! This is all a stunt to make Spider-Man to be a hero!" Spider-Man 2099 snapped, "Oh shut up, Jameson! I seriously wonder **why** the people of your time **believe** your shock and bull stories of Spider-Man being a menace!"

Spider-Man 2099 continued, "Also, you were once a good man, but ever since your first wife got shot by a masked man, you grew bitter and started to hate people in masks ever since. Yet, you worship **Captain America!**" Authentic footage of Jameson played on the screen. "This is of **you** during Spider-Man's early years."

The Jameson on the Jumbotron gave a truthful look to the floor. "Spider-Man represents everything I'm **not!** He's brave, powerful and unselfish! The truth is, I **envy** him! I, J Jonah Jameson- Millionare man of the world, civic leader- I'd give **everything** I own to be the man he **is! **But I can **never** climb to his level! So all that remains for me is- to try to tear him down- because heaven help me- I'm **jealous **of him."

Jay turned to confront his son. "Is this true, son?" Jameson eyed his father and gave a faltering excuse. "That's.. That's doctored footage! I wouldn't say that in years-" Aunt May gave a stern stare at her son-in-law. "Don't lie to us, Jonah. Confess. Now."

Jameson was backed into a corner as the people eyed him expectantly. "But he's **lying... **I swear..." he fell to his knees. "Alright! I admit it! I'm** jealous **of Spider-Man! I've been that way since he showed up. I tried to run him out of town many times.. and I'm sorry..." Aunt May said, "That's better than bottling it all up in anger and lashing out against people who try to do **some** good in the world."

The Superior Spider-Man chuckled to himself. "Ah, the man admits it about Parker. Too bad, that unappreciative fool's life is **mine!** " Spider-Man 2099 said, "Oh no you don't! There's **more** to this story."

The Jumbotron switched to the various footage the Avengers had already seen. The Mindscape battle between Spider-Man and Otto was edited so it only showed Spider-Man fighting Otto and not Peter. The people grew horrified as Miguel said, "You see?! You're angry at the **wrong** guy! It's Otto Octvaius who did all of those things, not Spider-Man. You allowed this man to convince you that he was Spider-Man and allowed him to ruin the good name of a hero!"

The Superior Spider-Man scoffed. "Ruined?! I made Spider-Man's life better! He wouldn't fight fire with fire! he wouldn't-" Spider-Woman took over and said angrily, "Spider-Man wouldn't alienate every single friend he's had over the years while doing so, you fat bastard!" She was putting her foot down.

The red and black Spider-Man roared, "This city is under **my **protection, now! What I have done as Spider-Man is my legacy that will be looked back on for many glorious years!" Spider-Man 2099 snickered "Actually, I looked into my history and you only take up** two **pitiful chapters in the Heroic Age. So much for that legacy you wanted to leave, Otto."

The Superior Spider-Man leered at the big screen. "Name the time and place of your duel, you inferior oaf! I will prove that I am Superior!" Miguel said, "You got it, tentacle breath. How about... Columbus Circle, where you took Peter's life. Today." The two Spider-Men agreed and the Jumbotron flickered to life.

Miguel turned to Peter as Jess said, "Peter, it's your ball game now." Peter stammered, "Wait wait, what did you just **do?**"

Spider-Man 2099 explained, "Simple, I called him out and challenged him to a one-on-one fight in Columbus Circle." Peter threw his hands up in the air. "and I'm supposed to take him down **how?** My webshooting stuff is locked up in Avengers Tower, not to mention, I **burned** all my suits."

Spider-Woman took him lovingly by the hand and Peter was flown towards the Baxter Building. "I have an idea; bring that watch of yours." Peter asked, "But if Otto beat me in my own head, how am I going to beat him here?"

Spider-Woman said simply, "Well, it's like you said, "I must prove **equal** to the task, I must be **worthy** of that strength or else I don't deserve it." You even said, "Anyone can-" Peter continued where she left off, "Anyone can win a fight when the odds are **easy!** It's when the going's tough - when there seems to be no chance - that's when it **counts!**"

Spider-Man 2099 grinned, "In other words, you are worthy of being Spider-Man, and you are needed, all it takes... is a push to get you back on your feet."

Peter donned on a Spider-Man mask and gloves and gave a determined, "Here we go."

At the Baxter Building...

Reed held a vial of what seemed to be little balls one third of a person's finger. "I heard about the Columbus Circle challenge. I take it you need something from me? As you can see, making nanomachines is a complex process." Spider-Man 2099 said, "For me... no. For **you,** yes it is. Anyway, Spider-Man needs a **new **costume before he faces that Superior Spiderfake."

The stretchy man said, "I have been experimenting with nanomachines to create new attire for the Fantastic Four. I need something to contain the amount of nanomachines required to fully clothe a person. Spider-Man held up the watch he had been working on in Parker Industries. "There's this."

Reed reached for the device. "I'll get right to it. Go see my wife about designing a new suit for you." Spider-Man 2099 turned to the masked civilian-clothed Spider-Man. "Go for a web-cape. Those rock!"

Spider-Woman kissed Spider-Man on the cheek. "For luck." Spider-Man 2099 shook his head. "For shock's sake, just **tell **him already!" Spider-Man cocked a brow. "Tell me **what** exactly?"

Spider-Woman lifted the mask up enough to reveal Peter's mouth. "I admit, from when we first met, I was annoyed with you. But over the years, I kinda sort of... fallen for you."

Spider-Man blushed, "Well I admit... I love you too. I have to ask; you sure that isn't your pheromones talking?" The young man pinched her love's nose. "No. Now scoot. you have a name to clear." She handed him his webshooters and Spider-Signal belt as she shooed him away.

At Columbus Circle...

The Superior Spider-Man cried, "Come! The die is cast, you blue and fool!" He looked at the spot where Peter had died in the Octavius body. "Ah! this setting fits; this shall be the place where I **truly **claim the title of... The Superior Spider-Man!"

He felt someone clock him with a Impact Webbing ball! "OOF! Who dares!?" The civilian clothed Spider-Man swung in. "I do!" The one true Spider-Man landed in the shadows of Avengers Tower; leaving only Spider-Man's white eye lenses glowing in the dark. The lenses eyed Otto heroically.

Superior Spider-Man leapt to his feet. "So! The Inferior returns!" Spider-Man held up his left wrist, his right hand pulled back his sleeve to reveal a gray watch. He hit the button on the right side of the watch. "So I have, with a new lease on life, and limitess possibilities. "

Spidey tapped the button once. Just as the transformation began, The watch's face popped out of the body of the watch; out of the new wrist morpher came a bunch of tiny nanomachines. The nanomachines flooded over the boy's skin then stayed in place. Out of the each of the tiny tiny balls came blue lattices of threads which then a red material floated over that. as the nanomachine cloth covered parts of his body, they flashed a yellow color. The transformation ended with Spider-Man's new yellow lenses flashing. He took a step out of the shadows to reveal his new suit.

He now wore a form-fitting blue-black and red spandex bodysuit that made the body longer and more lithe, more of an acrobat, someone incredibly agile. The suit had no webs at all. The red mask had yellow one-way mirror type lenses, his neck was also red. He had a red spider-logo on his ches; two of the spider logo's legs lined his shoulders, coonecting to the red spider outline on his back. the emblem on the back was covered by a yellow-colored blue web-lined cape on his back; His shoulders have red trimming leading to a pair of spider-shaped gauntlets on his arms; The gloves were blue. The sides of his torso were red. The inner sides of his legs were red while the outer sides were blue-black. His boots were blue and three red cuffs on the boots. "Ta-da! A brand new nanomachine, Beta-cloth, nomex reinforced battlesuit!" A new but currently title-less Spider-Man was born!

Spider-Man faced The Superior Spider-Man and gave two words. "My turn."

To be Concluded!

Voice cast:

Josh Keaton as Earth 579 Peter Parker/Spider-Man Unlimited

Jenna Coleman as Earth 579 Jessica Drew/Spider-Woman

Christopher Daniel Barnes as Miguel O'Hara/Spider-Man 2099, Earth 597 Superior Spider-Man

Alfred Molina- Earth 579 Otto Octavius

Laura Bailey as Earth 579 Carly Cooper

Brian Bloom as Earth 579 Steve Rogers/Captain America

Eric Loomis as Earth 579 Tony Stark/Iron Man

Chris Hemsworth as Earth 579 Donald Blake/Thor Odinson

Gabriel Mann as Earth 579 Bruce Banner

Vanessa Marshall as Earth 579 Natasha Romanoff/Black Widow, Earth 579 Mary Jane Watson

Jennifer Hale as Earth 579 Carol Danvers/Captain Marvel

Sally Field as Earth 579 Aunt May Parker

J.K. Simmons as Earth 579 J. Jonah Jameson

Ed Asner as Earth 579 J. Jonah Jameson Sr.

Neil Ross as Earth 579 Norman Osborn


	3. This ends NOW!

DISCLAIMER: MARVEL Comics OWNS Spider-Man's comic rights and TV and cartoon rights. Sony owns Spider-Man's Movie rights. I do not.

Spider-Man Unlimited

Episode Three: This ends NOW!

The Superior Spider-Man eyed this new Spider-Man. "A new suit. It's made of nanomachines, eh? Judging from the style, it looks to be very low-tech coming from that insipid Reed Richards!" The new blue-black and red Spider-Man responded, "Let's not try to anger me even more here considering everyone's gathered here. Just like **last time.**"

The Avengers, Mary Jane, the former Horizon Labs team, Jonah and the family; everyone who had been here the last time saw Spider-Man die in Otto's body. Now they know the truth; Otto had switched bodies with Peter months ago and basically **destroyed** Peter's life. The damage was nearly irreparable but Miguel O'hara managed to uncover the truth thanks to tech from both eras on Earth 579 and access to his computer and a time machine.

On Earth-928...

Spider-Man 2099 did a live feed of the battle and brodcasted it all over Earth 579's Manhattan. "Go get 'em, Parker!"

Back on Earth 579, in Columbus Circle...

The Superior Spider-Man laughed arrogantly. "You half-witted, four-legged **excuse** for an arachnid, **you** think you have what it takes to cure this city?!" He grinned, "I've seen what you call **"Being responsible"**? Hah!"

The red and black Spider-Man bared his claws. "This city was and **is** better without you! I cured many a child, I took down a madman you never bothered to put down like the **sick animal **he was! I showed that this city needs a **superior **hero!" He beckoned challengingly to the newly suited up Peter Parker. "Why on Earth shoudl **you ** deserve to come back in this body! Take your best-" THWAK! Spider-Man hit the imposter with a stunning right hook to the face.

Peter thought, _"Know what? If that leaves a permanent mark on my face, I don't care! So worth it!"_ The red and black web-slinger gave a scowl. "Very well. If you wish to die like you did once before... **so be it!**"

Logan crossed his arms, "Take that guy down for good, Parker, or **I** will." Jessica Drew smiled, "Go get 'im, Pete!"

Clint looked at Jess and said, "Which Peter? They're **both** Peter Parker... oh right, the one with the **web-cape.**" Tony said to Bruce, "Ten bucks on blue-black and red." Bruce quipped as he removed his shirt, "You're on."

Spider-Man dodged the talons of his imposter. "Oh come on. Otto! You have to do better than **that!** ZING!" He thought, _"So, it's real, this time. it's not happening in my head; he doesn't have the neurolitic scanner to delete the 31 fragments of my memories in that body. This is __**do or die **__now!" _

The former Amazing Webhead fired weblines to contain the spider-talons. "Eight legs, and you **still ** can't catch me, eh? Boy, does this bring back memories of the old days when you were a fat, underwater walrus!" The talons ripped away the webbing. "Still with the jokes, eh? You should have outgrown those the minute you were dying in **my** body!"

The Superior Spider-Man kicked at his so-called inferior in the gut. "Fighting crime isn't a game! This is **war **and you don't have what it takes to **win it! **You **never ** fight fire with fire so these villains would **never **hurt anyone again!" Spider-Man leg-sweeped Otto then did a haymaker on the man. "I won't. I will not go so far in the darkness like you did when I gave you a **second chance!**"

He remembered how he fought Otto in his own head and lost. Peter had been scared and desperate at the time, and Otto took advantage of that. Now was not the time to let his own guard down and die all over again. Spider-Man threw a punch at Otto and did a whirling roundhouse kick, his foot blocking a talon. The two Spider-Men danced around the Circle, punching, weaving, kicking with everything they had at each other.

Spider-Man said, "You think you **deserved ** my life?! You **stole ** it from me and ripped it apart like you originally planned anyway!" The lad did a hand-stand and lashed out a kick at his imposter with all he had. "I shared my memories with you to get you to continue where I **left off **not go about acting like the Punisher!"

The Superior Spider-Man jumped at the young Spider-Man, his clawed hand clamped around the boy's throat. "Hah! You're the "Friendly Neighborhood Spider-Man"! The witty idiot. The one man who **tries** to get everyone to love and adore him when in reality you **annoy **everyone and everyone **pretends **to give a damn about you!"

He hoisted the newly-suited up Spider-Man onto his feet then punched him in the face. "You always take it **easy **on every villian you encounter, like the Vulture, Massacre and many others. They **still live!** Many people have died because you let them go!" His talon struck the boy in the chest. "or did you forget that Doctor Kafka is dead because of your pathetic half-baked methods!"

Spider-Man fell to his knees again as Superior said, "Remember? Power and Responsiblity! You are still **not** worthy of being Spider-Man! You are **less** than nothing to me!" He kneed the man in the gut. "You once were worthy, but you grew **selfish **the day you threw away your marriage to save your Aunt. Admit it! I **know** you!"

Suddenly, cans and debris were being tossed at him. "Come on over here tough guy, we got a little somethin' for ya!" SpOck saw a man in a hat glaring at him, "Leave Spider-Man **alone! **You gonna mess with a guy who saved my kids last week?" The woman next to him said, "I'll kick your freaking ass!"

An African American man tossed a cinderblock at SpOck. "Oh yeah, I got something for you, Spider-fake! You mess with Spidey, you mess with **New York!**" The man in the hat grinned, "You mess with **one** of us, you mess with **all **of us, Doc Ock!"

Captain America murmured quietly, "You see that, Peter? The people trust you again. Go for it!" Spider-Man clenched his fist and slammed SpOck with it. "Hey, goggles! Eyes on **me!**" He fired a web-line, and yanked SpOck by the ankle and pulled him back towards him.

The talons ripped the webline and he crouched at a jumping Spider-Man. He leapt and missed! The Spider-Man he jumped at was a nano-machine dummy! The Spider-Man dummy dissipated into tiny nanoballs and streamed towards someone in the shadows. They reformed over the real Peter Parker. Spider-Man then was in the fray again, SpOck fired a shot with his mechanical arm in a Doc Ock-like Manner.

SpOck thought, _"What?! I... I was supposed to leap at him with a Way of the Spider-Man heel kick! I wasn't supposed to do __**that!**__" _ The scientist madman tried to access Peter's memories for the Way of the Spider creation date and found nothing. _ "The fighting style Peter developed... his training with Capt. America is __**gone!**__" _

Spider-Man performed the very kick SpOck failed to do, followed by a spin-kick. "The hits keep on comin'!" The arms kept coming at him, and Spider-Man brought out a vial. The arms slammed into the ground beside the missed Spider-Man. "Come on, Ocky-boy! Try, and try again!"

Carly pointed at the battle and grinned, "See? I **told** you the mindswap was real!" Mary Jane looked at the battle and whispered, "Go get 'em, Tiger." Natasha narrowed her eyes, gauging the battle. "This battle could go either way."

Meanwhile...

Norman Osborn observed the battle as he drank wine. He grinned, "Either way, I'll face down the Spider that wins..." He heard his Goblin Glider whirr to life. "And the city will belong to one true Goblin!"

Back in Columbus Circle...

The arms came at him again, Spider-Man looped the vial around the first set of arms. The vial cracked, the serum dripped over the arms, fusing them together. SpOck cried, "WHAT?!" He remembered. "Oh **that **trick again-? he saw the serum not only fused his arms together but made his arms feel heavier. "What?! What is this **trickery, **Spider-Man?"

Flashback...

Reed Richards noticed Peter tinkering with something. "What is that curious serum you're developing Peter?" Peter explained, "It's a compound I used once against Ock back when I first started out; it fused his arms together chemically. I'm making it stronger so the arms feel heavier than he can handle."

The stretchy man joined Peter. "Mind if I help? Some of my chemicals may be of use in helping you defeat Octvaius." Peter grinned. "You bet, Reedy!"

Now...

Spider-Man gave a nonchalant voice of boredom. "Oh, just a few compounds to make your arms about say, 40 tons; twice your Spider-Strength." SpOck growled in irritation. "YOU **DARE **TO TRY AND OUTWIT ME, SPIDER-MAN?!" His other arms caught Spider-Man and held him high in the air.

Spider-Man held onto the arm holding his hands with one hand and the other with his feet. "Got ya now, Ocky boy!" SpOck cackled, "Correction, it is I who has you in a web of **my** genius!" Spider-Man fired a web-line, blinding SpOck. "Oh hush, you!"

SpOck tried to rip the webbing off as the fused arms wrapped around his foe, struggling to pull him in. He began punching Spider-Man, forgetting this had happened once before. "Sooner or later, fool! I'll **have **you!"

Spider-Man let go, and caughy SpOck by the arms, the two grappled for a bit. Then, Spider-Man punched him the minute SpOck let go. SpOck landed on his back with a thud. For a minute the battle ended, SpOck then reverse ankle-sweeped Spider-Man, and his non-fusioned arms struck the webhead with two blows to the head and chest. Spider-Man ducked and weaved, allowing his Spider-Sense and reflexes to guide him out of the lattice of arms and punches. He pressed the left guantlet on his arm and backflipped as he turned invisible, landing on a wall nearby.

SpOck gave a cocky laugh. "Ah, you have an invisibility function; presumably inspired by that woman known as Sue Storm!" He activated his enhanced lenses. "Too bad my **lenses** can see your body heat inspite of being invisible-" He couldn't see Spider-Man anywhere. "What in the-?! How?!" Spider-Man chuckled as he remembered how the Goblin King had made his technology to outsmart Otto's facial recognition software and used that to his advantage. Good thing he worked on that while he was in the Baxter Building.

"Tut-tut. That would be spoiling future events you have **yet** to experience." Spider-Man fired several Web-balls that had small Spider-tracer sized Spider-jammers on them. The web-balls that didn't have the jammers hit Otto full force. The jammers stuck to the walls around the fighting, activating, canceling out Otto's Spider-Sene.

Spider-Man leapt at Otto. _"To wit: Always make sure to rig the Spider-jammers to Otto's Spider-Sense only and not mine." _SpOck didn't see Spider-Man coming. He barely felt a hand clap the back of his head. Otto heard a near-silent hissing noise. "Ah, trying to use acid against my Carbonadium plating? Too bad ordinary acid **can't** break through it!"

Spider-Man landed in front of his doppleganger in a crouch. "Yeaaaah, which is why while I was at the Baxter Building, I made a **strong **enough acid to melt a hole in its malleable structure." SpOck didn't even feel the gold Octobot crawling on his arm.

Flashback...

Reed Richards was confused. "Explain to me again the purpose of this gold Octobot? I thought Otto deleted the memories from this peculiar little sphere." Peter explained as they reconnected the neural circuits, "Otto seems to be forgetting everything that I taught him. I'm planning on using this to remind him of that lesson."

Reed stretched his arms to retrieve a welder on the other side of the room. "And you retrieved this device from where?" Peter said tersely, "Parker Industries. Focus Reed; we're running out of time before Ock gets here."

Now...

SpOck and Spider-Man were standing still. SpOck was exhausted from fighting a reborn Spider-Man. He had to admit, he hated Peter Parker as a scientist, but he respected Peter as a scientist. They had similar paths growing up, the difference was Otto gave himself to science while Peter had loved ones that supported him every step of the way.

SpOck said, "What... are you **planning, **Spider-Man?" Spider-Man smiled behind his mask. "Just a reminder of the good man I saw when I died the first time." The Octobot struck SpOck's neck full force. "WHAT?!"

In the mindscape, Otto could see only the memories of Aunt May. All of every memory of Aunt May's adoration and love for the one person that made hger smile everyday, her Peter. "What's this? Everything... why is...**everything** of this woman?" Peter's voice resounded, "Remember when you tried to marry my Aunt? You actually gained some feelings for her. You still **do; **you gave her nanomachines that allowed her to walk again and I thank you for that."

The boy explained, "I also had Reed show me an alternate universe where my identity was still public and Aunt May never died in the Civil War. This little memory I memorized is of **this** Aunt May finding out the truth of the mindswap from Carly." Otto saw that the Aunt May within the memory was shouting at his alternate.

Aunt May narrowed her eyes at Otto/Peter. "What are **you** doing here?" Otto looked truly regretful. "I'm asking you to **forgive **me-"

The normally sweet elderly woman cut Otto/Peter off. "For **what? **Stealing my nephew's life because he didn't deserve it and **you **did?" She scoffed. "Give me a reason why you derserve to be in this world more than Peter. It better **not **because you're better than Peter. He was better than you; he would have **accepted **his death gracefully than skulk around, only to steal someone else's life and ruin it in the process."

For once, Otto had no angry rebuttal, no response. He truly loved this woman and he was allowing her to vent her anger, her sadness, her grief at him. he looked at her with tears in his eyes, "I am terribly sorry, May. My transgressions cannot be absolved by simple, empty words that can be uttered by a mouth. They must, and can be absolved by doing the one thing you want."

He turned as a teary-eyed May looked at photos of her beloved Peter. "I must bring back Peter Parker." The memory winked out as the Otto dressed in his Superior Spider-Man suit. "Why show me this? Why, Peter?"

Peter was dressed in his new nanotech suit. "Because I'm trying to show of what life in my body has turned you into. I can **feel** it." he said, "You can be that man again." Otto asked, "But... But h-how?"

Back in the real world, SpOck had been brought to his knees by not only Spider-Man's punch but by the memory assault Peter assailed him with. Spider-Man stood tall. "One phrase... With great power..." SpOck finished as he rose to his feet. "...must come great responsibility. I understand it now, I didn't understand it then."

SpOck mused. "I thought that phrase had meant I had to be stronger and be more powerful than my enemies; that I had devote my life to towards being Spider-Man and fixing what I perceived as your mistakes in life. I understand that power can make a man full of ego and arrogance. It takes responsiblity and humility to temper a man. It takes love and kindness to make a man stand against what seems to be impossible odds." He looked to the rising sun. "I swear I will be better at this. You have my word, Parker."

Spider-Man asked, "What's the reason for your change?" SpOck said as the Avengers reluctantly let him pass. "Though I despise Peter, I respect you to some degree; I do not want May to cry, especially after all I've done for her, I will adopt a new identity, a new suit." He looked to the setting moon. "I will be... the Midnight Spider!"

At the time portal, some time later...

SpOck looked at Spider-Man, Spider-Woman and Peter's 2099 counterpart. "I'm not going to remember this, am I?" Spider-Man 2099 nodded. "Our timestreams aren't in sync with each other."

SpOck said,"Very well, Know this, I copied the memories that **will** remember this situation to that octobot. The octobot will transmit those memories to a Peter Parker clone body that my drones retrieved from 2099 to a lab." Spider-Man felt his mask retract into the neck of his suit. "Why?"

SpOck said, "Think of it as me being back-up to you, should you fall, Peter. I have cut ties to Doctor Octopus **and** the Superior Spider-Man, I will have a different name; And because I used illegal tech from 2099, my blood and DNA have altered themselves so the body no longer resembles yours. Time in this body has made me somewhat honorable. I have done this all for the sake of protecting Aunt May and those I love; If Aunt May ever got harmed or any of the people I loved as the Superior Spider-Man, I will go ballistic and hunt and torment that said villain." He said, "From now on, I will be known as Elias Entropy."

Spider-Man 2099 turned as SpOck left. "Glad that windbag will be gone for now. So... iwhat are you going to do now that your name is cleared? Are you going to continue being Spider-Man? If so, what kind of Spider are you?"

Peter looked at a loving, and adoring Jessica Drew. "Well..." His lips twitched into a grin.

"What kind of Spider-Man **am** I, Miguel?" At night, Spider-Man looked down at the ongoing traffic of New York as he crouched on the roof of the Baxter Building. He leapt onto a crane, got in on the inside of the crane's triangle shaped part webslingshoted himself out."I'll tell you what kind. I'm a Spider-Man with new possibilities... a new lease on life, a new start, a chance to appreciate people in my life." He swung into an alleyway, using parkour and his spider style to crouch, leap and run over fire escapes, dirty laundry lines."From this moment on, I'm no longer Amazing..." He crawled onto the walls to get higher, and he leapt, up so it seemed the full moon was behind him. He swung forward as if facing the viewers watching and fired a webline. "I am Spider-Man Unlimited!"

Voice cast:

Josh Keaton as Earth 579 Peter Parker/Spider-Man Unlimited

Jenna Coleman as Earth 579 Jessica Drew/Spider-Woman

Christopher Daniel Barnes as Miguel O'Hara/Spider-Man 2099, Earth 597 Superior Spider-Man

Alfred Molina- Earth 579 Otto Octavius

Laura Bailey as Earth 579 Carly Cooper

Brian Bloom as Earth 579 Steve Rogers/Captain America

Eric Loomis as Earth 579 Tony Stark/Iron Man

Chris Hemsworth as Earth 579 Donald Blake/Thor Odinson

Gabriel Mann as Earth 579 Bruce Banner

Vanessa Marshall as Earth 579 Natasha Romanoff/Black Widow, Earth 579 Mary Jane Watson

Jennifer Hale as Earth 579 Carol Danvers/Captain Marvel

Dee Bradley Baker as Earth 579 Reed Richards

Sally Field as Earth 579 Aunt May Parker

J.K. Simmons as Earth 579 J. Jonah Jameson

Ed Asner as Earth 579 J. Jonah Jameson Sr.

Neil Ross as Earth 579 Norman Osborn


	4. A new day dawns!

DISCLAIMER: MARVEL Comics OWNS Spider-Man's comic rights and TV and cartoon rights. Sony owns Spider-Man's Movie rights. I do not.

Spider-Man Unlimited

Episode Four: A new day dawns!

On Earth 001...

Morlun was looking at the Web of Life. He was scanning possible worlds other than Earth-616; after all he had died three times already on 616. Ah! There it was! A viable world at last! The vampire frowned. "Earth 579?" he scanned the information for its Peter Parker.

The look of dread on his face appeared. Apparently, **this **Peter Parker was the same as the original one. He even **shared **the same history with 616 Peter; **including ** having battled Morlun 3 times, despite the differences. Master Weaver asked, "Do you wish to go to **that** world, Morlun?" Morlun put up a face of dignity and courage. "I might as well. I am hungry for another meal..."

A portal opened up and Morlun entered through calmly, hoping the outcome on this world would be much like the others; that they would be of him eating Spider-Man. At this point, he agreed to let Daemos come to this world to **just** eat the Kaine there.

On Earth 597...

Peter Parker donned on a open green coat over a red sweater and blue pants and black vans. He messed up his brown hair a bit, making it messy as Jessica Drew entered the room. "Well, whaddya think?"

Jess laughed as she donned on a white blouse and straightened her black business skirt. "Not bad, Mr. CEO, Not bad." The woman looked at the Wrist Morpher on Peter's left wrist. "I'm guessing the watch has that power inhibitor that hides you from Morlun?"

Peter corrected, "It's a **Scent Fielder **now; it hides you and cloaks your scent/powers from Morlun and his kind, You have one in your **Avengers card.**" He thought, _"Only my alternate and me have faced Morlun. Three freaking times. I'm not sure I'll be able to do it again, but hey, I can __**deal **__with it!"_

Jessica asked, "Before we both head out to work, I have to ask, where did that red and black "superior" Spider-fake run to?" Peter furrowed his brow. "That's what I'm wondering myself."

In a underground safehouse that was once owned by Doctor Otto Octavius...

A pod opened up, the canopy swung open on a hinge. Steam billowed from the pod as a gold Octobot crawled towards it. It jumped inside. a loud CLICK! was heard. A female computer voice echoed, "Memories uploading..." the timer counted down from 99 to 1 within the span of three minutes.

The voice then announced, "Memories uploaded. Good morning, Doctor Entropy." A naked man emerged from the steam billowing pod. He wobbled then landed on the floor.

The man looked up; he had short, wavy curly black hair. His eyes were a brown-hazel color; almost mesmerizing. He had thin lips, his cheeks were hollow. His skin was a cream color. His face in no way resembled Peter Parker as did his voice.

Elias cursed inwardly. "I didn't realize all that time in that Octobot would make me **forget** how to walk!" He struggled to get ot his feet. "Ah, I see I'm under New York in one of my safe houses." He looked down at himself. "Good Lord, I'm **naked!**"

A red and black spider-drone hurried over and gave him a robe. Elias nodded, "Thank you." He dressed himself in the robe. "Now let me see..." He eyed his two former Superior Spider-Man suits.

His inward thoughts were voiced by his former Otto Octavius self. _"I cannot __**believe**__ I was an egostical twit, going on about how Superior I was." _He smiled at a picture of May Parker. _"But as I have said, I have cut ties to Doctor Octopus and my former Spider-Identity, for I have started to think with my heart, not my head." _

Elias reached for new suit that was hidden in the dark; the grey eyepieces winked to life. "It is time for a **new** Spider to take to the field." Minutes later... Elias swung off in New York for one last patrol in this city. Little did he know... a portal just opened up near his lab and out stepped... Morlun.

Morlun had frowned. There was a **new** totem? How had he **missed** this one? Was this one the same as the red and black one his brother encountered? He shook his head. It didn't matter. He had a Peter Parker to eat. He grinned, "The Hunt begins anew!"

At Stark Tower...

Peter Parker had Jessica Drew's hands covering his face. "Ah, Jess? You can't even **surprise **me, remember? I have a Spider-Sens-" Jessica removed her hands to reveal a party just for him.

Practically everyone who had been or is an Avenger was there, even the Fantastic Four. They all cried, "WELCOME BACK, PETER!" Peter blinked. "What...is all this?"

Bruce explained, "It's a party for **you; **as a welcome back to that body and welcome back to your life." Tony grinned, "Yeah, Jess arranged this little soirée after the battle. Got everyone here." Natasha smiled serenely, "Even me, Peter."

Capt. Marvel playfully punched Peter. "Just don't put us through that again or..." Logan finished, "...we'll beat the crap outta ya." Carly was there and grinned, "I was right, I **told **you guys."

Sam Wilson slung his shield onto his back as Tony held up his suitcase and said, "Plus I reallly wanna see how fast you suit up compared to **me.**" Rhodey rolled his eyes. "Always trying to outdo everyone as usual, Tony."

Peter readied his Wrist Morpher and Tony readied his suitcase. Steve had a stopwatch. "Ready?... Go!" Within what seemed to be mere seconds Spider-Man Unlimited and the Invincible Iron Man replaced Peter Parker and Tony Stark. Steve stopped the watch and said, "Sorry, Stark. Looks like Peter's watch is faster than your amor; he suited up in .3 seconds and you suit up in** .6 **seconds."

Iron Man threw his arms up in the air and looked to the sky. "OH COME ON!" Spider-Man chuckled. "Too bad, Tony. Looks like **I'm** the fastest one to suit up this time around." Everyone laughed as Tony fumed.

Meanwhile as Jolly Jonah Jameson applies for the Fact Channel...

Jameson said heatedly as the manager went for his resume. "I assure you my friends, Spider-Man is a menace! I know he is! He's out to rule our city!" The manager scoffed. "Yeah yeah, I heard that spiel many times over the years."

Jameson insisted, "He has to be! And I **know** it!" He stood up, "If you let me, I will **show** you and Captain America that he is a dangerous foe!" The manager cocked his brow. "Oh really?"

Jameson nodded, "I know so! You've seen his true nature when he **blackmailed **me." The manager rolled his eyes as he reviewed the resume. "Give it a rest, Jonah. Everyone knows **now **that you're airing a private grudge of your own!"

Out in the city...

WHOOSH! A midnight blue and black figure swooped and swung about the city. He wore a form-fitting spandex bodysuit, which from the waist down is black except for mid-calf combat blue and red boots. From the waist up, the fabric is a night blue that had a black web pattern, except for his back, sides, and his biceps which are dark blue. His elbow length gloves were dark blue, the palms of the gloves were red. His index, middle and pinkie fingers were blue. The Spider had a dark blue spider outline on his back, and a medium-sized black spider emblem on his chest; The mask was dark blue and had gray lenses lined with black. This is Midnight Spider.

He was doing one last patrol of New York. Midnight Spider hovered over Anna Marconi's apartment. "I will meet you again soon, my beloved. I am leaving this city soon, but I had to see your face one last time. I know that we shall meet face-to-face for another time. Farewell-" the watch on his wrist beeped. It was time to get to work.

Little did he know, Morlun was following him. "yes... Lead me to the Spider..." Little did Morlun know **he** was being followed. Earth 579's Blade watched in the shadows, unseen from anyone watching him from Earth 001. "Not today, Morlun. **No** Spiders die today!"

On Earth 001...

In the shadows, Solus was watching his son Morlun explore Earth 579. He gave a thoughtful stare at the world as the Master Weaver asked, "Solus? What is it?"

Solus said, "I wonder if Morlun is **aware** that he is about to face the Limitless Totem?" Master Weaver gave a shocked glance. "Do you wish me to **pull** him from that world?"

Solus shook his gray head. "No. I want to Morlun to** test **this new Totem... Tell him to gauge that new Spider first." he got up to leave and contemplate things. "The Other, The Bride, the Scion and now the **Limitless...** Four Totems..." he frowned. "This war just got **hotter** but will Lord Dracula himself be pleased?"

On Earth 579...

Jessica's emerald eyes glinted with happiness as Peter and the others celebrated Peter's new life. This was good; he was happy No drama, no strife. It was about time her love no longer felt like a punching bag. The world **finally** was letting him be happy. She sighed as she remembered that for Peter, it never lasted for long. Just how much more could Peter Parker take?

Just then, an Avengers alert rang. Iron Man muttered, "What a mood killer." J.A.R.V.I.S. brought it up on screen. "Uatu's been **murdered.**"

Spider-Man asked, "By **who?**" Wolverine said, "We're gonna find out, bub."

On the moon...

Captain America, Thor, The Thing, Spider-Man Unlimited, Black Widow, Col. Nick Fury Sr., Iron Man, Black Panther, Ant-Man, Emma Frost, Doctor Strange, the Punisher, Moon Knight, Winter Soldier, Gamora, and Wolverine had all assembled on the moon. (See the Original Sin comic for what plays out and replace 616 Spidey's original sin with... welll you'll have to wait and see-Devin!)

After that Peter's Original Sin was exposed...

Spider-Man Unlimited nervously pressed the left spider-gauntlet on his arm. "Well, the forensics mode this suit works fine..." he was obviously still shaken from Uatu's eye showing his Original Sin. Jessica asked, "Spidey, are you alright? What happened?"

Spider-Man bit his lip. "Well, the eye showed me, or made relive that night Uncle Ben was killed." He took a deep breath. "Uncle Ben did say the scales were even but, my soul is telling me I still need to put it behind me for good."

Jessica put a hand on his shoulder. "Do you need S.H.I.E.L.D. to I.D. the guy and track him?" Spider-Man said, " Sure. From all I know was that thing the eye **showed **was that Clash saw him try to break into where I used to entertain people." The two headed out the door.

At Parker Industries...

Clayton was working on a new sonic cannon for Spidey to use in case Venom showed up when Spider-Man undid his Invisibilty Mode. "AAAH! Spider-Man... and Spider-Woman? What are you **doing** here?" Spider-Man asked, "We need to ask you a few questions about the day you saw me first premiere as Spider-Man."

Spider-Woman activated her phermone powers and said sweetly, "I promise we won't **harm **you, just tell us what you know and we'll let you get back to work." Clayton stammered, "W-well, I was in line to see your show when I saw him breaking in to the place. I wanted to stop him."

Spider-Man asked, "And?" Somehow he knew the answer already.

He said regretfully, "I let him go." Spider-Man agreed, "So did I; I was so full of myself, I didn't think it was my problem. But it is my problem **now **and I want closure. Was there anything you **noticed** about the guy other than the golf hat and coat?"

Clayton said, "He wore shades and he had a star on his left wrist; that's it." Spider-Man said, "Well, we got what we **needed-**" He saw Spider-Woamn kiss a blushing Clayton on the cheek as a thank you. "Ooooh!"

At Helicarrier 42...

Col. Nick Fury Jr. was with Spider-Man and Spider-Woman as he typed into the computer, "Let's see, The only thing that pops up is a name; Jessica Carridine." He looked at Spider-Man. "She's in Manhattan. Do you want Coulson to get her?"

Spider-Man said, "No. But I want to know... is "Dennis" still in jail or is he out?" Col. Nick Fury looked on the computer, "He's in jail but he did get released during the Electro thing when the New Avengers first came on the scene."

Spider-Woman frowned. "Did you guys **track** him? At all?" Fury hit a button on the computer. "He's still in New York; right back where he started; the old theatre where Webs here performed."

At the said theatre...

The former burglar sat in the abandoned theatre stage, sighing. "I'm free now, but what do I do now?" Spider-Man appeared. "We talk." The burglar dew his gun. "You again! No! I swear I didn't do anything this time!"

Spider-Man fired a web-line and yanked the gun out of the thief's hand. " Like I said, there's no where on Erath where you can hide from **me!**" He jumped down as Spider-Woman blocked the burglar's path. "And you have some answers to a question I need answered, afterwards, you're sitting in a nice, comfy cell in jail."

The burglar backed up against the curtain, as he said, "What do you want? What, jewels? Money I owe you? What is it?!" Spider-Man asked, "In 2000, you robbed this very theatre, then you evaded the cops. In Forest Hills, Ingram Street, you chose to rob Ben Parker's house, why?"

The burglar gulped. "Ah, well, Since my boss was looking for some money "Dutch" Mallone hid in the '30s in Queens when he got captured. I was assigned to get the money. When I arrived at that house I took that elderly woman hostage and I said that I needed her to help me find it, That Parker guy, Ben ordered me to unhand her and angrily tackled me to the floor to get my gun. I freaked out and I wound up **killing** the guy and I fled."

Spider-Woman said, "That money wouldn't been eroded or destroyed by now, right?" Spider-Man saw her cuff him as he nodded a thank you. "Yeah. Yeah he did. But why was **your boss **looking for Mallone's money?"

The burglar said thruthfully, "Why else, to be set for life. Why else?" Spider-Man asked, "And who is your boss?" The criminal shrugged, "I dunno; he's shady. He ID's us as the Constellations. I was part of the group called Little Dipper; we were assigned to get Mallone's monsy as you can see, we **failed.**"

Spider-Man's yellow eyes had a H.U.D. installed in them. "That's all he knows; according my H.U.D., His heart rate is **increasing.**" Within minutes the bruglar was loaded into a police car.

Spider-Man sighed, "Well at least he's back behind bars." Spider-Woman put a hand on her boyrfriend's shoulder. "Feel any better." Spider-Man nodded. "tons."

Later...

Peter was then tinkering with a few darts Ben Reilly had left behind. He loaded them and several nanomachine webbing vials with radiation. "Spider-UK and that other me **warned** me that the Inheritors are back!*" (A/N: as seen in Spider-Man Unlimited #1-Dazzling Devin!) He loaded the vials back into his Spider-Guantlets.

The red guantlets then reattached to his arms. They broke up back into a million nanomachines which then receded into Peter's Wrist Morpher. "I better ready in case if Morlun tries to harm Jess or Anya or Kaine... Oh god, Kaine!" He went to a computer that Tony loaned him and he typed up commands into the G.P.S.

He sighed with relief. "Oh, good. Kaine's still okay; he's with the New Warriors." He got up. "For **now,** at least." Peter mused, "He went to Houston to get away Spider-Man and Jackal. Kaine wanted all the **power, **and **none **of the responsibility; and he got that. On top of that, he got a home, friends and a city needed him. He didn't care but he had to suit up. Wherever he is... I hope my **brother **has found peace."

But then the life sign reader on Kaine of Earth 579 beeped dangerously low. Peter whirled back to the computer. "No..."

At Mount Wundagore...

Daemos had already wrecked the place. Justice, Sun Girl, Haechi, Nova, Silhouette, Water Snake and Speedball were down and out. Hummingbird, however was being strangled. "Who... who are you?!" Daemos laughed, "Strange, you call yourself Hummingbird, but you... you were not fast enough to evade my grip! But I am hungry"

The Scarlet Spider jumped at Daemos just used his Life Force Absorption powers to absorb Aracely's. "NO!" Daemos then kicked Scarlet Spider to the ground.

Scarlet Spider groaned. "The children were under my protection... You shouldn't have hurt them..." Daemos said coldly as he lifted the Spider by his neck. " I've said this to one Scarlet Spider, then I'll sayt this to you as well; Then you should have kept them from me, Spider. They'll live. Or not. I honestly don't care."

He felt this Spider hit him with the spikes the original Scarlet Spider used. "Ah of course. You're **this **world's Other, aren't you? Ahh, too bad the Prophecies say that there cannot be more than **one **Other. Still, you'll be a great **meal** to make! I'll savor you for **days!** "

Meanwhile heading back to Earth 579...

Spider-UK was hitting a wall. "Damn! The bloody Inheritor put up a shield before us! We **can't** get to that world's Kaine!" 616 Spider-Man suggested, "Then get to us **closely **to where we can nab him!"

Spider-UK shook his head. "No matter where we'd land, it'll be **too late!** Looks like we won't be there nor will Old Man Spider save **this** one..." H elooked at the reader sadly, "He's gone."

The British Spider-Man said, "Looks like we'll be able to get a few more Spiders from that world...once the AXIS situation is dealt with." As the two started towards the world of Earth 579, 616 Spider-Man gritted his teeth, "I just hope Unlimited can fight the tide that'll bar the way..."

On Earth 001...

Daemos had brought back the body to present to Solus. Solus cocked his head. "Another Other? Interesting. You managed to suck away his powers, or just bits of his life force. Why?"

The young vampire licked his chops. "I want to **savor** the meal I brought, Father. Morlun isn't back yet?" Solus said cryptically, "The Limitless Totem has arrived."

Daemos cried, "WHAT?!" He had set his meal on the table, ready to eat. Solus said calmly, "Not to worry, **Morlun** will test this one." He patted Daemos on the head. "Savor your meal, my son, and get ready to hunt again."

On Earth 579...

Peter wept. His brother was.. gone. The life meter went dead and was droning on for awhile. He turned it off as he sat down in guilt. He wished he had the power to teleport over there to save him. After all, his brother just became a New Warrior and got a new chance at life.

Peter eyed the equipment at here at Parker Industries and said, "I better get ready." He said, "But I won't kill them. I have to find a way to seal them away for **good!**"

Little did he know... his busy week was gonna get busier when the Red Skull comes back...

Voice cast:

Josh Keaton as Earth 579 Peter Parker/Spider-Man Unlimited, Earth 616 Amazing Spider-Man

Jenna Coleman as Earth 579 Jessica Drew/Spider-Woman

David Tennant as Earth 833 Billy Braddock/Spider-UK

Benedict Cumberbatch as Earth 579 Elias Entropy/Midnight Spider

Alfred Molina- Earth 579 Otto Octavius

Khary Payton as Earth 579 Eric Brooks/Blade, Earth 579 Sam Wilson/Earth 579 Captain America

Laura Bailey as Earth 579 Carly Cooper

Brian Bloom as Earth 579 Steve Rogers/Captain America

Eric Loomis as Earth 579 Tony Stark/Iron Man

Don Cheadle as Earth 579 James Rhodes/War Machine

Chris Hemsworth as Earth 579 Donald Blake/Thor Odinson

Gabriel Mann as Earth 579 Bruce Banner

Vanessa Marshall as Earth 579 Natasha Romanoff/Black Widow

Jennifer Hale as Earth 579 Carol Danvers/Captain Marvel

Steve Blum as Earth 579 Logan Howlett/Wolverine

Samuel L. Jackson as Col. Nick Fury Jr.

J.K. Simmons as Earth 579 J. Jonah Jameson

James Arnold Taylor as Earth 579 Clayton Cole/Clash

Leif Gantvoort as Earth 579 Burglar

Genesis Rodriguez as Earth 579 María Aracely Penalba

Nicholas Hoult as Earth 579 Kaine Parker

David Kaye as Earth 000 Solus

Nick Jameson as Earth 000 Morlun

Sean Donnellan as Earth 000 Daemos

-cue the trailer music called Odyssey-

The trailer starts with a blast from a spell cast by Doctor Doom and Scalet Witch. Nick Fury's voice is played over the action, "How? How did it come to this?" We see Peter Parker looking out at his city. "Hate started this and now heroes have become villains, villains heroes." The shot switches to the inverted villains and the inverted X-men and Avengers, both staring at the inverted heroes.

The villians fight off the heroes. Carnage throws himself onto a bomb and it explodes. In the darkness of space, a huge letter "A" floats about.

Bruce looks at the new Captain America with a concerned look."You seriously want to **kill** him?" Captain America and the new Captain America are fighting each other "Not while I'm around."

Spider-Woman looks at Peter who is his Wrist Morpher. "Next Move?" Peter looks at her with a determined look on his face. "We avenge the wrongs that happened here." Magneto attacks the Red Onslaught with all his fury and might.

Tony speaks softly over the clip of him grinning evilly, "This new me…" We see a shot of Iron Man donning ona new white armor "I like it. I'm gonan stay like this." The Anti-AXIS Avengers, the inverted villains are battling the inverted Avengers and X-Men. The Winter Soldier is seen fighting the flying Captain America. Spider-Woman battles Storm, Wasp trades punches with Rogue as Doctor Strange, Doctor Voodoo and Scarlet Witch arrive. In the darkness of space, a huge letter "X" floats in the air.

The Superior Iron Man grins. This war was about to end forever. He prepares to blast the heroes away for good. Cyclops battles both Spider-man Unlimited and Captain America. Spider-Woman looks on in horror as Mystique evacuates the children onto a ship. Civilians run in fear, as cops evacuate the city. the Hulk attacks the inverted Avengers. Nova and the inverted Loki are battling Thor. War Machine fires his guns at Iron Man.

The African Captain America Captain America glares at Spider-Man Unlimited. "At last! I'm **free** over every obligation Steve and S.H.I.E.L.D. have put on me!" Spider-Man glares right back as he wields Cap's shield on his left arm. "No, you had a responsiblity and you're **abusing** it right now." In the darkness of space, a huge letter "I" floats in the darkness..

War Machine darts around Iron Man a few times all while clashing repulors with his form friend. Their beams lock on to each other Then they pull away as Loki is shown sent flying in between the two, knocked back by an inverted Thor. War Machine and Iron Man glare into each other's four combatants charge at each other and it freeze frames. In the darkness of space, a huge letter "S" floats about with the others.

Meanwhile, Spider-Man and the new Captain America trade blows. The African American Cap strcuk as Spider-Man with his wings. Spider-Man dodges, hitting at Cap with his Way of the Spider styled punches. The two punch, jab, kick at each other for awhile then jump back. They both draw their right fists back and their fists slam into each other! the image fades to black as a CLANG resounds. As the clang is heard, the letters come together and glow with light. the light dies down, the title is revealed: "Avengers: AXIS"


	5. Axis Begins!

DISCLAIMER: MARVEL Comics OWNS Spider-Man's comic rights and TV and cartoon rights. Sony owns Spider-Man's Movie rights. I do not. Btw, if you want a lemon of Peter Parker and Jessica Drew of Earth 579 on here. Lemme know!

Spider-Man Unlimited

Episode Five: AXIS BEGINS!

Weeks after Wolverine passed away...

Peter was sitting with Anna Marconi in his apartment in Tribeca; after Jessica Drew moved in, they were talking about Otto. Peter had called her to settle all this controversy that had happened to him in the two years of being locked in his own brain.

Peter had said as Jessica Drew finished moving in. "You saw the **broadcast **right?" Anna sat on the couch. "You were **framed** by a guy who mindswapped with you? Which one?"

Peter swallowed his breath. "Doctor Octopus. He was the one who was in **my body **when he fell in love with **you.**" He continued. "He truly loved you while he wanted to become the **Superior ** Spider-Man. Recently though, he learned that in order to become asuperior **person, ** he stopped thinking with his **head,** and began to think with his **heart.**"

He saw Anna had brought a Spider-Drone and asked, "What is **this **doing here?" Anna said simply, "Well, you remember how Otto was in your body and used **these?** These can help you out on the smaller things while you **focus **on Parker Industries. Be **smarter **about this whole Spider-Man thing." Her hand reached for the Wrist Morpher on Peter's left wrist.

Jessica Drew slapped Anna's hand away from the Wrist Morpher. "Ohhh no you **don't**, sister! That guy was a **jerk!** In the Hero game, "Small stuff" **never **happens. Besides, when something **big** happens, Peter can't just blow if off when **someone** is in danger."

The thing was turned on as Peter said, "I already have a police radio installed in my left webshooter." Anna riposted, "Yes, Otto was a jerk, but he was a **genius.** His methods worked.** Don't **use 'em out of the ego he had; he's not the **only** jerk in webs." Jessica hated the fact Anna had just insulted Peter right in front of her.

Peter sighed, "Yeah I do. They worked, until the Goblin got a hold of Carly and figured out how to **counter** it. Yes, I'm **aware **I can't be everywhere at once. This **could **me out in prioritizing things, but the police radio I have in one of my webshooters already **does** that." Anna agreed, "And it can get you to focus solely on Parker Industries; just let your new **fling **here handle things."

An annoyed Jessica cocked her brow. "Fling?" An indifferent Anna said, "Sorry. "Love Interest." " Peter harrumphed.

Peter sighed, "And you suppose every time a big bad comes around, you want **me** to leave it to S.H.I.E.L.D. or the cops? I **can't.** "With Great Power, Comes Great Responsibility." My Uncle Ben taught me that when I first got my powers."

He began his long a terrible tale, "It all started when I got bit by a radiocative-activated spider in 2000. I was **fascinated **by the strange power I was given. Instead of using my powers to fight crime like I do **now,** I decided to use my powers to make a few bucks into paying back everything my Aunt and Uncle had done for me. I sewed up the original costume I once wore." he tched, "I got **cocky,** and after a few shows, a theif ran past me. I let him go; I figured why should it be **my **problem?"

Peter looked out the window, "Well, one day, my Uncle grew concerned at my behavior after I defended myself against a bully who picked on me, and the experiments I was doing in my lab. I shouted at him, telling him that he shouldn't be the one to tell me about my responsiblities and that my father should have been here instead of **abandoning** me. After several shows, I discovered my Uncle had been killed. I was devastated and I ran inside the house to change into Spider-Man. I trailed him to the old ACME warehouse down by the waterfront." Tears came to his and Jessica's eyes, "I caught him, only to realize that the crook who shot my Uncle was the **same** **guy **who ran past me at that show; the one I **should **have stopped."

He eyed the Wrist Morpher on his left wrist. "I realized then that with Great Power there must come Great Responsiblity. Only then did I decide to use my powers to fight bad guys. I'm not gonna stand by and allow someone to suffer **or **die because I'll let someone **else** handle it. I think with my **heart** not with my head like Otto did. "

A peeved Anna muttered, "Well that **backfired **quickly. " So much for having Peter be **smarter** about being Spider-Man. Anna popped her head up, the Avengers cards Peter and Jessica had in their pockets went off.

Peter tapped the button on his Wrist Morpher and the watch flashed a yellow light. Nanomachines spread from the watch over his left arm, his chest, legs, and right arm. He held his fists in front of his face, his mask appeared over his face, the yellow lenses flashed once. Once more, Spider-Man Unlimited was back in action!

Spider-Woman flew beside Spider-Man. "Don't let her **rattle **you; you do what **you **do best. If Logan was still around and had met her, he would have told her off." Spider-Man fired a webline at a crane and swung off. The two soared throughout the city. "I'm trying not to. It's like she's trying to get me to **abandon** everything my Uncle taught me in order to focus on my company. That's the **last** thing I need."

Spider-Woman pulled out her Avengers card. "No worries. I already have two people there sorting out your company while we handle whatever's going on." She worriedly pursed her helps. "Judging from this emergency the cards are informing us about, I think we might be needing them **sooner** than later. "

Spider-Man backflipped in the air, then fired a shot at a high point on a skyscraper and he could hear the office people cheering for him. That felt good. He was no longer labeled by Jameson as a "menace". People finally knew he was a hero; even the Bugle was printing retraction after retraction from the stuff Jameson had posted about him over the years.

People looked up at the skies. Children's eyes lit up as they saw Spider-Man soar through the city. "There he goes!" "Go **get **'em Spider-Man!"

A curious child asked, "**Why **doesn't he accept money or gifts as our thanks?" His father and mother answered, "Because action is his reward."

Within minutes, Spider-Man's Spider-Sense flared! He looked down to see a bunch of people rioting in Central Park. He cleared his throat, "ATTENION possibly ironic adult rec leaguers! AS you noticed, your games today have devolved into a homicidal brawl! I think we can explain!"

He and Spider-Woman landed in the midst of them. "A Halloween-themed nut named **the Red Skull** is using **Charles Xavier's brain and powers **to broadcast a **hate wave** across the world." Spider-Woman said, "This wave causes people to act on their inner hatred, fear and frustations."

Spider-Man laid it down a bit lightly, "What does this **mean **for you all? It means you need to take a deep brea-" PAAANG! "Okay that's **enough! **Look at yourselves, guys! You're yelling at each other over a game of kickball! Cut it out! Grab your stuff and get home while I take your stuff and go!"

Spider-Man saw Spider-Woman use her phermones to calm the others as she said, "That's right, We'll give them back when the Red Skull is defeated and you all play nice."

Unfortunately some kids saw a man had a bat and Spider-Man flung a ball at the man. "Steeerike three!" He Web-Yanked the kids away from the man and webbed the boys to a ceiling. "Sonofa... look I'll have to give you the TL:DR version; Big Bad Nazi steals Mutant brain and uses to make people hate each other. I suggest staying indoors with the people you care for and hope this crisis ends quickly-!" A skateboard came flying at his head and he ducked.

Spider-Man turned to the kid named Andre who said, "Even Spider-Man knows that jerk needs a beating!" Spider-Woman held the kid and said, "Nobody is supposed to bean my boyfriend with a skateboard deck. We have had a crazy day so far referring people yelling at each other so far. We're trying to contain this!"

Spider-Man quickly sat the boy down and told the story of he was angry at his own bully Flash Thompson until Jameson snuck on up Spider-Man and was about ot hit him with a nine-iron. "As of my first thing as being with the Fact Channel, let me just say the Spider-Man Charade ends here!"

Spider-Man spun and caught Jameson by the throat as he knocked the club away. "Dammit, J.J.! What's **wrong** with you?!" Jameson growled, "Gimme all ya got, menace! **I'm** the one that does the kicking around here!"

Spider-Man sighed, "We're trying to teach people empathy here and you come at me with a nine-iron? What the heck, dude?" Andre encouraged, "Get 'em, Spider-Man! That's what this jerk needs!"

Spider-Woman gasped, "As much as I'd like to take a poke at him myself, Jameson goes after Spider-Man because he's not only **jealous **but he cares about his city." Jameson snorted, "Don't do me any favors for that webbed menace. We **all** know the truth!"

Andre cried, "Yeah, that Otto switched brains with Spidey and you refuse to admit you're jealous!" Spider-Man said, "Don't add fuel to the fire. Look, I'm saying you don't jhave to like every person you meet, you just have to try seeing it from the other guy's P.O.V. from time to time. Alright?"

Andre then apologized to the man who had a bat then asked Spider-Man. "Before you two guy, do you gusy ahve your brains steeled for the psycho battle or something? Why aren't you guys affected?"

Spider-Man winked. "It's a..." Spider-Woman finished by tousling Andre's hair. "... a secret kiddo."

At Parker Industries...

Rhodey was directing the Igor Armor to help clear the rubble. He turned to the people before him. "I am Lieutenant Colonel James Rhodes, I am also the head of **Circuits Maximus** but Doctor Banner and I are here as **advisors** to Mr. Parker." He explained, "Tony loaned me Igor here to help clear the rubble while I see to it that things flow more **smoothly** around here daily."

An irritated Sajani asked, "Why didn't Peter take this whole advisor thing up with **me?** ** I **help run this company." Rhodey had a cool tone ot his voice, "Simple, I saw Peter's schedule was **hectic.** Bruce and I volunteered. **Willingly,** of course. Peter wanted this whole advisor thing to be a **surprise** until today."

Sajani blinked. "Oh, really? Well... it's fine by me." Rhodey nodded, "Besides, I needed to get away from Stark Industries for a while. Tony's a bit **unbearable **with the armor updating at the moment and Bruce needed a **job.**"

The dark-skinned man said with an air of authority, "Come on people, hustle! Let's **move! **We got a **busy** week ahead!" People in lab uniforms hustled and bustled about, working on their projects.

Within the hours, the place was back to normal, but Igor was still shuffling rubble around. Rhodey heard his navy-colored military backpack beep repeatedly. "What the?"

Doctor Banner was at Peter's desk, "Strange, I could have sworn there were blueprints that had **weapons **on them, good thing they were deleted... Question by **who?**" He turned on the security footage to see a blue and black Spider-Man-like Hero deleteing the weapons. "**Who** is that? I better alert Peter about this."

The dark-haired male in purple pants had holograms in front of him. "I have **no **idea what I'm looking at here." He pursed his lips. "Some of this stuff looks to be Otto Octavius' work. I'll see if Tony can decode **some** of this tonight." His Avengers card went off. "Uh oh." That didn't sound good.

At a house held up by the Squid...

Spider-Man and Spider-Woman arrived on the scene. They had barged into the house to see the Squid defeated and the family unharmed. On the Squid was a not with Carnage's face drawn on it, with the words "From your friendly neighborhood Carnage." A bewildered Spider-Man said "Uhhh okay, that is both disturbing **and **verging on copyright violation!"

Spider-Woman shuddered. "What's gotten into him?" Spider-Man saw to helping load the Squid into a S.W.A.T. car. "That's what **I'd** like to know..."

He turned to the Squid. "So... What **happened ** here?" The Squid shuddered, "My gang the Tentacles and I did the usual robbery and we eh, took that family there hostage when the police chased us out there."

One Tentacle Goon shouted, "That dude Carnage came by and whupped our butts!" Spider-Man's eyes widened with surprise. "Why did he...?"

Carnage arrived, "Ask me** yourself, **Webs."

Meanwhile with Midnight Spider...

Midnight Spider changed into Elias Entropy as soon as he arrived at the airport. He was headed for California. There was work to be done. He made his way towards the TSA security checkpoint when his Spider-Sense flared. He jumped out of the way as a car was flung at him. Oh **now **what? the first day as a being that is not Peter Parker and **already **someone was out to take his life.

Elias looked up to see the culprit step through the broken glass doors. CRUNCH! CRUNCH! went Morlun's footsteps. Elias' blood chilled. "Who **are** you?"

Morlun grabbed Elias by the throat. "I am Morlun and I... am here to **feast **on you, Totem." Elias kicked him off and evaded the fists Morlun launched at him.

The scientist then discreetly changed back into Midnight Spider. The hero then turned to face Morlun. "I might as well say this as this is the **last time** I say this line."

Morlun cocked his head, "And that would be?" Midnight Spider flicked his wrists, activating his claws. "The die is cast!" The battle began!

Midnight Spider threw the first punch. Morlun was hit full force, then he ducked. The vampire activated his claws and the two slashed and hacked at each other! Morlun found himself hit by a ay of the Spider punch. Rather it felt like an attempt at the style Spider-Man and Iron Fist developed. Morlun did a low reverse ankle-sweep. That caught Midnight Spider off guard, he then elbowed the vampire in the face. He wasn't even fazed by it. The two continued to trade blows as people fled the building.

"ENOUGH!" Morlun cried as he pinned Midnight Spider by the throat. The Spider started to glow and felt his life starting to ebb into Morlun's fanged mouth. The yellow life force flowed towards the monster's mouth when... "NO! Not **this** time!"

A man knocked Morlun off of Midnight Spider. The goateed man was dark-skinned and had his hair in a buzzcut. He wore a black trench coat over white T-shirt, jeans and boots. He had a sword sheath on his back. He wore black shades and was six foot and two inches tall. The man had black combat boots. He had a bandolier of wooden staves on his chest. This man had black fingerless gloves on. He even had a gun holster strapped on his thigh that had a spare wooden stave on it. This is Blade; the Daywalker of Earth 579, foe of the Inheritors!

The Daywalker drew his blade. "**No** Spiders die tonight!" He and went slashed and hacked at Morlun.

HACK! SLASH! WHIRL! WHIRL! POW! PUNCH! POW! KICK! WHIRR! went their fists, the sword and claws. Blade hit the vampire with the pommel of his blade. Morlun growled and he grabbed Blade by the shoulders. He tossed Blade into a wall. Blade then leapt into the air and slashed Morlun as he landed.

He stood over and between Morlun and Midnight Spider. "This Great Hunt is **not** gonna happen. Not on **my** watch!"

Midnight Spider's eyes went wide. "The Great **what?!**" (To be continued in Midnight Spider #1!-Dazzling Devin!)

At Avengers Tower...

Spider-Man and Banner said, "ARE YOU **INSANE,** SAM?!" Given light about what the X-Men had just announced, Captain America was firm on this. They didn't want to risk it. At. all.

The new Captain America said, "Well, we **have to ** kill the Red Skull, even if that might destroy **any chance** of finding a piece of Professor X's soul." Edwin Jarvis protested and shut the door tight.

Cap protested, "Open the damn **door,** Jarvis! That's not a request, but an **order.**" J.A.R.V.I.S. rebutted, "I'm afraid, I cannot **allow ** this. You cannot murder Mr. Schmidt. We must **recover **Xavier."

A horrified Bruce said, "Sam, you can't be **serious** on killing him!" A dazed Wasp sat up in her chair. "That's not right! We're **Heroes**, not Super Villains!" She glared at the new Cap. "We're **Avengers;** killing doesn't solve anything!"

Carnage snarled, "You are heroes. This is **not** the way you do things!" Captain America glared at him. "Oh, look who's calling the kettle **black! **You murdered a lot of people without shedding a tear!"

He said, "Jarvis, Override Alpha 4A22!" Jarvis stood aside as he announced, "Yessir. Override commanded and executed." Bruce Banner cried, "Jarvis, Override Big Green."

Jarvis agreed, "Yessir." Captain America rounded on Banner. "I can't believe you! You would **dare **to undermine my command?!"

Bruce glared right back. "I don't think **killing** is the right way to go about this! Think it through, Sam!" An icy Cap said challengingly, "Or what?! You'll get angry?"

The Winter Soldier looked at Sam eye to eye. "Yeah, he will. You'd better **stop **this." Spider-Man added in, "This isn't right. **Super Heroes **never kill-"

Captain America scowled. "Says he who **claims** Doc Ock took over his brain and made him kill a madman." Spider-Woman grabbed Sam by the collar. "He spoke the **truth,** Sam! Why don't you get it?"

Sam brushed her off and said, "Yeah yeah, he's innocent. So he **claims.**" Spider-Man clenched his fist. "**Listen **to us, Sam! Killing him is not gonna further our cause. Dammit, this is what the Time Keepers were **afraid **of!" (To know what he's talking about, Read the Avengers Forever story arc- Dazzling Devin!)

Captain America opened the door to find an empty cell. "What the?!" Captain America whirled around to face the other Avengers. Someone had let him escape!

Spider-Man fired a shot, Web-Yanking the new Cap away from the door. Thor cried, "Traitors, You dare to **threaten **our existence by letting the Skull Man **live,** Man of Spiders?!" Bruce got their attention as his eyes glowed green. "You know what I **usually** say about me being angry? Guess what, you aren't gonna **like** me when I'm **angry!**"

He removed his shirt and handed it to the Winter Soldier. Bruce started to grow, his biceps bulged as he turned green. His stretchy purple pants stretched with him as he became the seven foot eight inches tall man known as the Incredible Hulk. He was green-skinned and heavily-muscled with a loping, ape-like gait and had purple stretch pants that had the Avengers "A" on them.

The Hulk roared defiantly and slapped away Captain America. The man was sent into Thor. Spider-Man cried out, "We're outnumbered! We have to-" The Winter Soldier and War Machine bravely laid down cover fire! RATTATATATATATAT! POK! POK! POK! POK! RATATATATATATATAT! BRAKKABRAKBRAKBRAK!

Spider-Man's spider-sense triggered, "Spider-Sense!" he cried to the five in the room, "Everyone, out of the room!" Nova fired a blast at the window behind them. Spider-Man and the others quickly escaped Stark Tower through the window, along with Nova. Captain America activated a button which sprayed the room with Pym Particles.

Spider-Man cried, "Nova, lead us to safety!"

A shield flew into view, Spider-Man caught it as they were accosted by Queen Medusa and Captain America. Spider-Woman fired web shots at Medusa as Spider-Man and Cap came to blows. War Machine, Hulk, and Winter Soldier followed, Wasp fired at the inverted Avengers following them.

Captain America sliced at Spider-Man with his wings. "I believe that's **my** shield you got there, webhead!" Spider-Man ducked and weaved as the dogfight in the air began. "Naaaah! This shield has tossed around by so many hands, Imma thinking it's my turn to fling it around!" He lashed out with a backhand punch. WHACK! Cap was sent reeling from the blow.

Cap executed a loop-de-loop behind Spider-Man."Tell me **where** you took the Red Skull or I'll snap your damned neck!" The hero hit his left gauntlet, turning invisible. "**Literally **the least "Captain America" Line of dialogue ever!"

Captain America turned around. "What the hell-?" His cowl's lenses tried to lock on Spider-Man's heat signature. "Oh that's right, you figured out how to hide your **body heat,** huh?" His ears heard the sound of a fist coming at him.

The African America flier reacted and dodged the fist. Too bad another one clocked him right in the face! Spider-Man reappeared as he kickflipped Captain America. Spider-Woman was tattered as she tangled literally with Medusa's hair. Spider-Woman fired web balls at Medusa, firing to veer her away from the other good Avengers. War Machine's H.U.D went off and enter Magneto!

The man silently summoned blocks of metal and barred the way in front of the inverted Avengers. Spider-Man said, "Alright everyone,fall back!" More metal blocks barred the way as the seven, heroes retreated with the villain.

Spider-Man found himself at the Avengers Mansion. In the briefing room, he was alongside, War Machine, Winter Soldier, Wasp, Hulk, Spider-Woman and surprisingly, Loki! Nova asked, "What the heck is **he ** doing here?!"

Steve Rogers explained in a careful tone, "As you all know, Magneto, Rogue, and the Scarlet Witch fought This." On the screen it looked to be a Red Skull version of the Onslaught monster. "The three fought the Red Onslaught in Genosha, and they were the Avengers and the X-Men. Iron Man used a telepathic tamperer to stop the Red Skull's influence of world wide hate. When more heroes arrived to help, things went from bad to was accompanied by a group of villains to help fight the Stark Sentinels that arrived. After that battle, Doctor Doom and Scarlet Witch attempted to cast the inversion spell again, and Red Onslaught was knocked unconscious and reverted back to his Red Skull form. The Avengers took him back to Stark Tower only for Havok to resign from the Unity Division while telling me that Cyclops was right about me. Havok rejoined the X-Men."

The old man sighed. "Loki here is now reformed. He was hit by that Inversion Spell but he truly is determined to make up for his mistakes." Loki nodded. "Aye."

War Machine had his guns aimed at Loki as he spoke, "Why should we trust **you?** " Loki admitted, "I do admit, I have done things I am not proud of an I certainly see **why ** you would aim those at me; especially the **chaingun **here." He patted the muzzle of the weapon. "I am here because not only did Magneto brought me but I felt there is a time for a change for me."

The trickster gave a honest, heartfelt speech. "I am truly taking a second chance here. I understand it takes time and care to create bonds and trust, I want to see you all trust me and count on me to have your back and go with plans I simply create or take a new spin on." He smiled a genuine, friendly smile."

Steve patted Loki on the back. "You'll get your chance." Winter Soldier asked, "So, who do you send to lead the mission to stop these guys?" Steve said, "Well, first, we need Avengers and I believe I just found them."

Wasp sat in a chair. "Who?" Steve Rogers smiled. "Seven of them are looking right at me." All seven heroes plus Nova looked at each other confusedly.

Nova asked, "Who's gonna lead them?" Steve looked right at Spider-Man. "He will."

All six of Spider-Man's soon to be team looked at him with smiles and Nova gave a fuming harrumph as Spider-Man cried, "SAY WHAT?!"

To be continued in Avengers #1!

Voice cast:

Josh Keaton as Earth 579 Peter Parker/Spider-Man Unlimited

Jenna Coleman as Earth 579 Jessica Drew/Spider-Woman

Benedict Cumberbatch as Earth 579 Elias Entropy/Midnight Spider

Alfred Molina- Earth 579 Otto Octavius

Khary Payton as Earth 579 Eric Brooks/Blade, Earth 579 Sam Wilson/Captain America

Brian Bloom as Earth 579 Steve Rogers/Captain America

Eric Loomis as Earth 579 Tony Stark/Iron Man

Don Cheadle as Earth 579 James Rhodes/War Machine

Chris Hemsworth as Earth 579 Donald Blake/Thor Odinson

Crispin Freeman as Earth 579 Bucky Barnes/The Winter Soldier

Tom Hiddleston as Earth 579 Loki

Collen O'Shaughnessey As Earth 579 Janet Van Dyne/Wasp

Gabriel Mann as Earth 579 Bruce Banner

Vanessa Marshall as Earth 579 Natasha Romanoff/Black Widow

Jennifer Hale as Earth 579 Carol Danvers/Captain Marvel

Scott Cleverdon as Earth 579 Cletus Kasady/Carnage

Samuel L. Jackson as Col. Nick Fury Jr.

J.K. Simmons as Earth 579 J. Jonah Jameson

Tara Strong as Earth 579 Anna Marconi

Mindy Kalling as Earth 579 Sajani Jeffery

James Arnold Taylor as Earth 579 Clayton Cole/Clash

David Kaye as Earth 000 Solus

Nick Jameson as Earth 000 Morlun

Sean Donnellan as Earth 000 Daemos


End file.
